Corporate Amendments to an LLC

Corporate amendments, broadly speaking, encompass any modifications made to a company’s Constitutive Act. These include changes such as relocating the registered office, altering the company’s name or legal form, updating or modifying the business activity, increasing or decreasing share capital, establishing or closing secondary offices, transferring social shares, modifying self-declarations for operational authorization, and revoking or appointing administrators.

All these modifications must be registered with the Trade Registry where the company is based, commonly referred to as “Mentions.”

The foundation of any Mention is the Resolution of the General Meeting of Shareholders (or, in the case of a sole shareholder company, the Sole Shareholder’s Decision) by which shareholders agree, in accordance with statutory and legal provisions, to adopt a measure impacting the Constitutive Act.

Once the General Meeting Resolution (GMR) is adopted, the administrator has 30 days to register the approved mentions with the Trade Registry where the company’s office is located. Failure to do so will render these modifications unenforceable against third parties.

The application submitted to the Trade Registry must include the GMR, the updated Constitutive Act, and the identity document of the administrator submitting the application, as well as other specific documents depending on the adopted amendment.

Here are several specific examples based on changes made to the Constitutive Act:

• For a name change, a Proof of Name Availability and Reservation must be attached.
• For relocating the registered office, both a document attesting the right of use for the new office (such as a Sale Contract, Lease Contract, or Loan Agreement) and a Self-Declaration regarding compliance with operating conditions for the new office are required.
• For modifying the business activity, a standard Self-Declaration of compliance with operating conditions for the registered office and/or secondary offices (or, as applicable, for third-party premises) covering the new business activities listed in the CAEN Nomenclature must be attached.
• For increasing share capital, proof of contributions and, if applicable, the identity documents of new shareholder individuals, the registration documents of new corporate shareholders, and the declaration regarding the beneficial owner of the legal entity must be attached.
• For establishing a secondary office, the same documents as for changing the registered office must be provided, specifically the document proving the right of use for the secondary office (e.g., Sale Contract, Lease Contract, Loan Agreement) and a Self-Declaration on compliance with operating conditions for the newly established secondary office.
• For appointing a new administrator, the following documents are required: the new administrator’s identity document, a Self-Declaration affirming the new administrator’s legal eligibility, and a signature specimen for the new administrator.
• For transferring social shares, the following documents are required: identity documents of individuals and, if applicable, the registration certificates of legal entities acquiring shareholder status, self-declarations from new shareholders confirming their legal eligibility, the document transferring the social shares (e.g., Share Transfer Contract, Certificate of Succession, court ruling, or award deed), and a declaration regarding the beneficial owner of the legal entity.

In summary, any amendment to an LLC’s Constitutive Act requires meticulous document preparation and adherence to legal deadlines. We recommend ensuring all necessary documents are available well in advance. If you encounter any challenges, consider consulting a specialized attorney to guarantee accuracy and prompt handling of each step.